AUDITORS' REPORT

We have audited the consolidated profit and loss account and accompanying notes, the consolidated cash flow statement and accompanying notes, the consolidated balance sheet and accompanying notes, the balance sheet of Reuters Holdings PLC and accompanying notes incorporating the report on remuneration and related matters which have been prepared under the historical cost convention and the accounting policies and the summary of differences between UK and US generally accepted accounting principles.

Respective responsibilities of directors and auditors As described in the statement of directors responsibilities, the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you.

Basis of opinion We conducted our audit in accordance with auditing standards generally accepted in the United Kingdom and in the United States. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error.

In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

United Kingdom opinion In our opinion, the financial statements give a true and fair view of the state of affairs of the company and the group as at 31 December 1997 and of the profit and cash flows of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

United States opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the group at 31 December 1997, 1996 and 1995 and the results of its operations and cash flows for each of the three years in the period ended 31 December 1997 all expressed in pounds sterling in conformity with accounting principles generally accepted in the United Kingdom.

Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States. The application of the latter would have affected the determination of consolidated net income for each of the three years in the period ended 31 December 1997 and consolidated shareholders' equity all expressed in pounds sterling at 31 December 1997, 1996 and 1995 as shown in the summary of differences between UK and US generally accepted accounting principles.


REPORT ON CORPORATE GOVERNANCE MATTERS In addition to our audit of the financial statements we have reviewed the directors' statements concerning the group's compliance with the paragraphs of the Cadbury Code of Best Practice specified for our review by the London Stock Exchange and the adoption of the going concern basis in preparing the financial statements. The objective of our review is to draw attention to any non-compliance with Listing Rules 12.43(j) and 12.43(v), if not otherwise disclosed.

Basis of opinion We carried out our review having regard to guidance issued by the Auditing Practices Board. That guidance does not require us to perform the additional work necessary to, and we do not, express any opinion on the effectiveness of either the group's system of internal financial control or corporate governance procedures nor on the ability of the group to continue in operational existence.

Opinion In our opinion, the directors' statements on internal financial controls and going concern have provided the disclosures required by the Listing Rules referred to above and are consistent with the information which came to our attention as a result of our audit work on the financial statements.

In our opinion, based on enquiry of certain directors and officers of the company and examination of relevant documents, the directors' statement appropriately reflects the group's compliance with the other aspects of the Code specified for our review by Listing Rule 12.43(j).

Chartered Accountants and Registered Auditors
London 13 February 1998

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